Sec Form 4 Filing - McIntyre Shauna @ Ouster, Inc. - 2021-10-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McIntyre Shauna 2. Issuer Name and Ticker or Trading Symbol Ouster, Inc. [ OUST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Pres. of Ouster Automotive (Last) (First) (Middle) 350 TREAT AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/22/2021 (Street) SAN FRANCISCO, CA94110 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/22/2021 A 1,572,249 A 1,572,249 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 5.19 10/22/2021 A 237,953 ( 3 ) 05/20/2030 Common Stock 237,953 ( 4 ) 237,953 D Stock Option (Right to Buy) $ 5.19 10/22/2021 A 48,912 ( 5 ) 05/20/2030 Common Stock 48,912 ( 4 ) 48,912 D Stock Option (Right to Buy) $ 5.19 10/22/2021 A 29,008 ( 6 ) 04/06/2031 Common Stock 29,008 ( 4 ) 29,008 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McIntyre Shauna 350 TREAT AVENUE SAN FRANCISCO, CA94110 Pres. of Ouster Automotive Signatures /s/ Myra Pasek, as Attorney-in-Fact 10/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger and Plan of Reorganization, dated as of October 5, 2021 (the "Merger Agreement"), each share of common stock of Sense Photonics Inc. ("Sense") owned by the Reporting Person at the effective time of the transactions contemplated by the Merger Agreement (the "Effective Time") was automatically converted into of the Issuer's common stock in accordance with an exchange rate provided in the Merger Agreement (the "Exchange Multiplier"). ( 2 )Includes an award of 380,286 restricted stock units ("RSUs") representing a contingent right to receive one share of common stock upon vesting that will vest as to 1/8th of the total number of RSUs underlying the award on March 11, 2022 and the remaining RSUs will vest as to 1/16th of the total number of RSUs on each quarterly anniversary of March 11, 2022. Also includes an award of 174,016 RSUs that will vest as to 1/16th of the total number of RSUs underlying the award on March 11, 2023 and the remaining RSUs will vest as to 1/16th of the total number of RSUs on each quarterly anniversary of March 11, 2023. ( 3 )208,209 shares underlying this option are fully vested and exercisable and the remaining shares underlying this option will vest in substantially equal monthly installments. ( 4 )Pursuant to the Merger Agreement, each option to purchase Sense common stock (a "Sense Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was converted into an option to acquire the number of shares of common stock of the Issuer (an "Issuer Option") equal to the product of (i) the number of shares subject to such Sense Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Multiplier, rounded down to the nearest whole number of shares of the Issuer's common stock, at an exercise price per share equal to the quotient obtained by dividing the per share exercise price of the Sense Option by the Exchange Multiplier, rounded up to the nearest whole cent. ( 5 )42,798 shares underlying this option are fully vested and exercisable and the remaining shares underlying this option will vest in substantially equal monthly installments. ( 6 )18,129 shares underlying this option are fully vested and exercisable and the remaining shares underlying this option will vest in substantially equal monthly installments.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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